EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 18th day
      of
      June 2008, by and between MedaSorb Technologies Corporation, (the “Company”),
      and Vincent Capponi (“Employee”).

    


    The
      Company wishes to employ Employee as Chief Operating Officer upon the terms
      and
      conditions set forth in this Agreement and Employee is willing to accept
      employment subject to the terms and conditions set forth below. Accordingly,
      the
      parties, intending to be legally bound, agree as follows:

    


    1. Employment
      and Term

    


    1.1 Employment.
      Subject
      to the terms and conditions hereof, the Company hereby employs Employee during
      the term of employment set forth in Section 1.2 to serve as Chief Operating
      Officer of the Company and perform such services and duties as are normally
      and
      customarily associated with such position as well as such other associated
      duties as the Chief Executive Officer (CEO) shall determine. Employee hereby
      accepts such employment and agrees to devote sufficient time, attention and
      energies during regular business hours to effectively perform his duties and
      obligations hereunder.

    


    1.2 Term. The
      term
      of employment of Employee under this Agreement shall commence June 18 , 2008
      and
      expires on December 31, 2008 (the “Term”) subject to the provisions for early
      termination set forth herein.

    


    2. Compensation.
      In
      consideration of the services to be rendered hereunder, the 

    Company
      hereby agrees to pay Employee an initial annual base compensation of $195,767
      payable in equal semimonthly installments in accordance with the usual practice
      of the Company which base compensation shall be subject to annual review (but
      his compensation may not be reduced from then current level) by the Compensation
      Committee. Employee stock options will be adjusted on the same basis as all
      other Share holders to account for any stock split, stock dividend, combination
      or recapitalization. I

    


    3. Benefits.

    


    3.1 Participation
      in Plans.
      During
      the term hereof, Employee shall be entitled to participate on the same terms
      as
      afforded other executive officers in any group insurance, hospitalization,
      medical, dental, health and accident, disability or similar plan or program
      of
      the Company now existing or established hereafter to the extent that he is
      eligible under the general provisions thereof; provided that in no case shall
      the benefits be reduced or less than that granted, awarded or provided to
      Employee on the date hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.2 Reasonable
      Business Expenses.
      Employee shall be allowed reimbursement for reasonable business expenses in
      connection with the performance of his duties hereunder upon presentation by
      Employee of the details of, vouchers for, such expenses, including tourist
      class
      commercial air travel, and Employee shall be furnished reasonable office space,
      assistance and facilities.

    


    3.3 Vacation.
      Employee shall be entitled to a vacation (without deduction of salary or other
      compensation) for the period as is in conformity with the Company’s policy
      regarding vacations for management employees (but in no event less than three
      weeks per year).

    


    3.4 Bonuses.
      Employee may receive such discretionary bonuses as the CEO, in its sole
      discretion and from time to time, deem appropriate.

    


    3.5 Retention
      Bonus. Retention bonus stock options pre-approved on April 24, 2008 by the
      Board
      of Directors are approved with the provision that vesting occur over a three
      (3)
      year period: 25% upfront upon closing, 25% after one (1) year, 25% after two
      (2)
      years and 25% after three (3) years. In addition, there is no acceleration
      of
      vesting of these options with termination. 

    


    Early
      Termination of Employment

    


    4.1 Termination
      for Justifiable Cause.
      In
      addition to termination pursuant to Section 1.2, the Company, by written notice
      to Employee authorized by the CEO may terminate Employee’s employment for
“justifiable cause”, which shall mean any of the following events: (a)
      adjudication by a court of competent jurisdiction that Employee has committed
      an
      act of fraud or dishonesty resulting or intended to result, directly or
      indirectly, in personal enrichment at the expense of the Company; (b) an
      indictment of a felony (other than a motor vehicle related matter) involving
      moral turpitude; (c) repeated failure or refusal by Employee to follow written
      policies and directions reasonably established by CEO that go uncorrected for
      a
      period of thirty (30) consecutive days after written notice has been provided
      to
      Employee; or (d) persistent willful failure by Employee to fulfill his duties
      hereunder that goes uncorrected for a period of thirty (30) consecutive days
      after written notice has been provided Employee by the CEO In the event of
      4.1
      (c) or 4.1 (d), Employee will be receive 15 calendar days of notice, after
      which
      his employment will be terminated.

     

    4.2 In
      the
      event that the CEO reasonably determines that the Employee has committed a
      felony (other than a motor vehicle related matter), a material act of fraud
      or
      other willful tort against the Company, it shall have the right to suspend
      Employee from his position and duties hereunder without compensation until
      such
      time as either the action is dropped or no longer pursued or a final
      adjudication of Employee’s actions is made by a court (whether civil or criminal
      as appropriate) of competent jurisdiction. Should said adjudication find
      Employee innocent (or not at fault) or the action is dropped or no longer
      pursued, the Company shall promptly pay him all unpaid back salary together
      with
      interest on said amount (at the average consumer loan rate published by
      Citibank, N.A., during the suspension period) and, if said final adjudication
      is
      rendered or action dropped or no longer pursued within 12 months of Employee’s
      suspension, he may, at his option, be reinstated to his position and this
      Agreement continued as if never interrupted.

     

    
      
         

      

      
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    4.3
      Permanent
      Disability of Employee.
      The
      Company shall have the right to terminate Employee’s employment hereunder if the
      CEO shall in good faith and on the basis of reasonable medical evidence
      determine that Employee, by reason of physical or mental disability, has been
      unable to perform the services required of him hereunder for more than 120
      consecutive days or an aggregate of 180 calendar days, during any 12-month
      period. Such termination shall be effective as of the last day of the month
      following the month in which the Company shall have given notice to Employee
      of
      its intention to terminate pursuant to this paragraph. Company paid Disability
      Benefits will be activated 90 days after termination.

    


    4.4 Compensation
      Upon Early Termination.
      

    


    (a) In
      the
      event of termination of this Agreement for “justifiable cause” as described in
      Section 4.1, or pursuant to Section 1.2 hereof, Employee shall be entitled
      to
      the compensation earned by him before the effective date of termination, as
      provided for in this Agreement, computed pro rata up to and including that
      date,
      in lieu of salary and other benefits under this Agreement. 

    


    (b) If
      prior
      to the expiration of the term of this Agreement Employee dies, the Company
      shall
      continue Employee’s compensation and coverage of Employee’s direct dependents
      (if any and if they are eligible) under all plans or programs of the types
      listed in Section 3.1 for a period of 120 days, provided that no benefits will
      continue past the end of the term of this Agreement.

    


    (c) Upon
      a
      Change of Control or upon Employee’s termination for “Good Reason” as defined
      below, Employee shall then be entitled to receive, in lieu of salary and other
      benefits under this Agreement, (i) an amount equal to two weeks of his
      then-current base salary for every year Employee was employed by the Company,
      payable in equal semi-monthly installments over the next three (3) months
      following termination in arrears without interest , (ii) continued coverage
      under all plans or programs of the types listed in Section 3.1 until the sooner
      of 1 year or one (1) month after Employee becomes otherwise employed and
      eligible for other comparable coverage, and (iii) all other benefits provided
      to
      Employee under this Agreement for a period of thirty (30) days.

     

    
      
         

      

      
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    4.5 In
      the
      event Employee is terminated for any reason other than for “justifiable cause”
as defined in Section 4.1 hereof, death, disability or voluntary termination
      (unless the Company and Employee mutually agree to such voluntary termination),
      then all unexercised options granted to Employee under the Company’s option plan
      shall be deemed fully vested and exercisable immediately upon Employee’s
      termination. The foregoing benefit shall be in addition to, and not in lieu
      of,
      any similar benefit that may be contained in any other agreement between the
      Company and Employee.

    


    4.6 (a)
      Upon
      the occurrence of a Change of Control of the Company or Employee terminates
      for
      Good Reason pursuant to Section 4.6(d), all options granted to Employee under
      the Company option plan and the Options granted to Employee pursuant to Section
      2(b) hereof shall be automatically fully vested and exercisable immediately
      upon
      a Change of Control.

    


    (b)
      For
      purposes of this Agreement, “Change of Control” shall be deemed to have occurred
      if, during the term of this agreement:

    


    (i) the
      beneficial ownership of at least 50% of the Company’s voting securities or all
      or substantially all of the assets of the Company shall have been acquired,
      directly or indirectly by a single person or a group of affiliated persons,
      other that the Employee or a group in which the Employee is a member, in any
      transaction or series of transactions excluding the Series B equity investment;
      or 

     

    (ii) as
      the
      result of or in connection with any cash tender offer, exchange offer, sale
      of
      assets, merger, consolidation or other business combination of the Company
      with
      another corporation or entity the new Board of Directors is comprised of a
      majority of Directors chosen or elected by the members of the new/combined
      entity who were not members of the Company before such cash tender offer,
      exchange offer, sale of assets, merger, consolidation or other business
      combination of the Company with another corporation or entity

    


    (c) For
      purposes of this Agreement, the date of Change of Control shall mean the earlier
      to occur of:

    


    (i) the
      first
      date on which a single person or group of affiliated persons acquires the
      beneficial ownership of 50% or more of the Company’s voting securities or all or
      substantially all of the Company’s assets in any transaction or series of
      transactions; or

    


    (ii) the
      date
      on which a cash tender offer, exchange offer, sale of assets, merger,
      consolidation other business combination resulting in the change in the Board
      of
      Managers contemplated by Section 4.5 hereof is consummated.

     

    
      
         

      

      
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    (d) For
      purposes of this Agreement, the term “Good Reason” shall mean the assignment to
      Employee of any duties that are not in the same corporate capacity or area
      of
      operations or are not of the same general nature as Employee’s duties with
      Company without the Employee’s express written consent.

    


    5. Confidentiality
      and Non-Competition.

    


    5.1(i)
      Confidentiality.
      During
      the term of employment under this Agreement, Employee will have access to and
      become acquainted with various confidential information including without
      limitation, trade secrets, customer relationships, formulas, devices,
      inventions, processes, know-how, financial information and other compilations
      of
      information, records, and specifications, which are owned by the Company.
      Employee shall not disclose any of the Company’s confidential information,
      directly or indirectly, or use them in any way, either during the term of this
      Agreement or at any time thereafter, except as required in the course of his
      employment for the Company. All files, records, documents, drawings,
      specifications, equipment and similar items relating to the business of the
      Company, whether prepared by Employee or otherwise coming into his possession,
      shall remain the exclusive property of the Company and shall not be removed
      from
      the premises of the Company under any circumstances whatsoever without the
      prior
      written consent of the Company, and if removed shall be immediately returned
      to
      the Company upon any termination of his employment and no copies thereof shall
      be kept by Employee, provided, however, that Employee shall be entitled to
      retain documents reasonably related to his interest as a
      shareholder.

     

    (ii)
      Inventions
      and Shop Right.
      Every
      invention, discovery or improvement made or conceived by Employee related to
      the
      business of the Company during his employment by the Company whenever and
      wherever made or conceived, and whether or not during business hours, of any
      product, article, appliance, tool, device, formula, process, machinery or
      pattern similar to, or which constitutes an improvement, on those heretofore,
      now or at any time during this employment, manufactured or used by the Company
      in connection with the manufacture or process of any product heretofore or
      now
      or hereafter manufactured by the Company, or of any product which shall or
      could
      reasonably be manufactured in the reasonable expansion of the Company’s
      business, shall be and continue remain the Company’s exclusive property, without
      any added compensation or any reimbursement for expenses to Employee, and upon
      the conception of any and every such invention, discovery or improvement and
      without waiting to perfect or complete it, Employee promises and agrees that
      he
      will immediately disclose it to the Company and to no one else and thenceforth
      will treat it as the property and secret of the Company. Employee will also
      execute any instruments requested from time to time by the Company to vest
      in it
      complete title and ownership to such invention, discovery or improvement and
      will, at the request of the Company, do such acts and execute such instruments
      as the Company may require but at the Company’s expense to obtain Letters Patent
      in the United States and foreign countries, for such invention, discovery or
      improvement and for the purpose of vesting title thereto in the Company, all
      without any reimbursement for expenses or otherwise and without any additional
      compensation of any kind to Employee.

     

    
      
         

      

      
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    5.2 Non-Competition.
      In the
      event of a termination of this Agreement for any reason, Employee shall be
      prohibited for a period of one (1) year from the effective date of this
      separation from engaging in any business in competition with that of the Company
      in those states within the United States and those countries outside the United
      States in which the Company at the time of Employee’s separation has conducted
      business or where Company has written a reasonable plan to conduct business
      in
      the next 12 months or directly or indirectly advising or consulting to or
      otherwise performing services for or providing assistance to any person, firm,
      corporation, or other entity engaged in such competitive business, provided,
      however, nothing herein contained shall be construed as (a) preventing Employee
      from investing his personal assets in any businesses which do not compete
      directly or indirectly with the Company, provided such investment or investments
      do not require any services on his part in the operation of the affairs of
      the
      entity in which such investment is made and in which his participation is solely
      that of an investor, (b) preventing Employee from purchasing securities in
      any
      corporation whose securities in any corporation whose securities are regularly
      traded, if such purchases shall not result in his owning beneficially at any
      time 3% or more of equity securities of any corporation engaged in a business
      which is competitive, directly or indirectly, to that of the Company, (c)
      preventing Employee from engaging in any activities, if he receives the prior
      authorization of the Managers. Notwithstanding anything herein to the contrary
      this Section 5.2 shall not be effective in the event Employee has been
      discharged for any reason other than “justifiable cause” or voluntarily leaves
      the employment of the Company with the mutual agreement of the
      Company.

    


    5.3 Subsequent
      to the termination of this Agreement, Employee will not for a period of one
      (1)
      year materially interfere with or disrupt the Company’s business relationship
      with its customers or suppliers or employ any person who was employed with
      the
      Company at any time during the 6 months prior to Employee’s termination, or for
      a period of three (3) years, directly or indirectly solicit any of the employees
      to leave the employ of the Company. In consideration for the above, employee
      will receive a severance of (2) two weeks salary for each year employed at
      Company upon termination of employment

    


    6. Notices.
      All
      notices under this Agreement shall be in writing and shall be deemed effective
      when delivered in person (in the Company’s case, to its President or Secretary)
      or forty eight (48) hours after deposit thereof in the U.S. mail, postage
      prepaid, addressed to Employee, at last known address as carried in the records
      of the Company, or to the Company, at the corporate headquarters, to the
      attention of the Secretary, or to such other address as the party to be notified
      may specify by notice to the other party.

    


    7. Assigns
      and Successors.
      The
      rights and obligations of the Company under this Agreement shall inure to the
      benefit of and shall be binding upon the successors and assigns of the Company
      and the rights and obligations of Employee shall move to the benefit of and
      shall be binding on Employee and his legal representatives or heirs. This
      agreement constitutes a personal service agreement and Employee’s obligations
      hereunder may not be transferred or assigned by Employee.

     

    
      
         

      

      
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    8. Amendment
      Waiver.
      This
      Agreement may be amended, and any right or claim hereunder waived, only by
      a
      written instrument signed by both Employee and the Company, following
      authorization by the CEO. Nothing in this Agreement, express or implied, is
      intended to confer upon any third person any rights or remedies under or by
      reason of this Agreement. No amendment or waiver of this Agreement requires
      the
      consent of any individual, partnership, corporation or other entity not a party
      of this Agreement.

    


    9. Injunction.
      

    


    (a)
      Should Employee at any time violate or threaten to violate any of the provisions
      of this Agreement, the Company shall be entitled to an injunction restraining
      Employee from doing or continuing to do or performing any such acts, and
      Employee hereby consents to the issuance of such an injunction.

    


    (b)
      In
      the event that a proceeding is bought in equity to enforce the provisions of
      this paragraph, Employee shall not urge as a defense that there is an adequate
      remedy at law, nor shall the Company be prevented from seeking any other
      remedies which may be available.

    


    (c)
      The
      existence of a claim or cause of action by the Company against Employee, or
      by
      Employee against the Company, whether predicated upon this Agreement or
      otherwise, shall not constitute a defense to the endorsement by the Company
      of
      the foregoing restrictive covenants but shall be litigated
      separately.

    


    (d)
      The
      provisions of this Section 9 shall survive termination of this
      Agreement.

    


    10. Governing
      Law and Jurisdiction.
      This
      Agreement in its interpretation and application and enforcement shall be
      governed by the law of the State of New Jersey without application of its
      conflict of laws provisions, and any legal action commenced by either party
      seeking interpretation, application and/or enforcement of this Agreement shall
      be brought only in the State of New Jersey of federal court sitting in
      Princeton, NJ.

    


    11. Prior
      Agreements.
      This
      Agreement supercedes and replaces any and all prior agreements between the
      parties as to its subject matter.

    


    12. Construction.
      Paragraph headings are for convenience only and shall not be considered a part
      of the terms and provisions of this Agreement.

    


    13. Effective
      Date.
      The
      effective date of this Agreement shall be June 18, 2008.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement.

    


    
      	
              MEDASORB
                TECHNOLOGIES CORPORATION

            	 	
              EMPLOYEE

            
	 	 	 	 
	
              By:

            	/s/
              Al Kraus	 	
              /s/
                Vincent Capponi

            


    

     

    
      
         

      

      
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